Walter C. Carlson

Carlson, Walter C.

Partner


Contact
Chicago +1 312 853 7734

One South Dearborn
Chicago, Illinois 60603
+1 312 853 7734

wcarlson@sidley.com wcarlson@sidley.com

Admissions & Certifications
Education
Clerkships

Walter C. Carlson

Partner


WALTER CARLSON has served as lead counsel in securities litigation, shareholder derivative suits, M&A litigation and defense of SEC enforcement matters for more than 25 years. He has handled major matters in state and federal courts across the country. He is a co-leader of the firmwide Securities and Shareholder Litigation practice area team, and has served as a member of the firm’s Executive Committee since 2002. Walter’s experience and successes have been recognized in Chambers USA in Litigation since 2003, in The Legal 500 US for many years, in Benchmark Litigation since 2008, and in Best Lawyers since 2006. Walter has been recognized as “Securities Lawyer of the Year for Illinois” by Best Lawyers and is recognized for Bet-the-Company Litigation, Litigation - Mergers & Acquisitions, Litigation – Securities, and Commercial Litigation.

Walter regularly represents clients in major securities, shareholder derivative and M&A litigation matters. Among his recent successes are the following representative engagements:

  • Representation of Caterpillar Inc. in various securities and derivative suits filed in the District of Delaware, the Central District of Illinois, and the Eastern District of Wisconsin involving a variety of matters, including alleged proxy claims, litigation challenging Caterpillar’s acquisition of Bucyrus International, and shareholder derivative litigation relating to Caterpillar’s acquisition of ERA Mining. All complaints dismissed.
  • Representation of Discover Financial Services in defense of shareholder derivative suits filed in the Northern District of Illinois and in Illinois state court arising from Discover Bank’s settlement with the FDIC and CFPB. All complaints dismissed.
  • Representation of Sigma-Aldrich Corporation and its directors in defense of litigation filed in Missouri and Delaware state court with respect to shareholder challenges to Merck KGaA’s acquisition of Sigma-Aldrich.
  • Representation of Johnson & Johnson in defense of numerous shareholder derivative suits filed in the District of New Jersey and in New Jersey state court. Following dismissal of the principal consolidated amended complaint, a comprehensive settlement was achieved. 

Walter is the non-executive Chairman of the Board of Directors of Telephone & Data Systems, Inc. and a member of the Board of Directors of United States Cellular Corporation. He has previously served as Chairman of the Audit Committee for each of these companies. 

Walter joined Sidley in 1980 and became a partner in 1986. He clerked for the Honorable Hubert L. Will of the United States District Court for the Northern District of Illinois from 1978-1980. 

Experience

Additional Representative Current and Recent Engagements as Lead Counsel in Securities Litigation

  • Representation of Las Vegas Sands Corporation and its CEO and Chairman in defense of federal securities litigation in the District of Nevada. Proposed claims substantially narrowed by motions to dismiss. Case is pending on motions for summary judgment. 
  • Representation of Platform Specialty Products Corporation and its current and former executive officers in defense of federal securities litigation in the Southern District of Florida. Case is pending on a motion to dismiss.
  • Representation of Altisource Asset Management Corporation and its current and former executive officers in defense of federal securities litigation in the District of the Virgin Islands. Case is pending on a motion to dismiss.
  • Representation of Allscripts Healthcare Solutions Inc. and its former executive officers in defense of federal securities litigation in the Northern District of Illinois. Case settled while motion to dismiss was pending.
  • Representation of Great Lakes Dredge and Dock Corporation and its current and former executive officers in defense of federal securities litigation in the Northern District of Illinois. Case settled prior to discovery. 
  • Representation of CNO Financial Group and its current and former officers and directors in defense of federal securities litigation in the Southern District of New York and shareholder derivative litigation filed in Indiana state court based upon the restatement of CNO’s financial statements. All complaints dismissed 
  • Representation of Allscripts Healthcare Solutions Inc. and its executive officers in defense of federal securities litigation in the Northern District of Illinois. Case settled during discovery. 
  • Representation of the former Chief Financial Officer of Huron Consulting Group Inc. in defense of federal securities litigation in the Northern District of Illinois. Case settled during discovery.
  • Representation of Huntington Bancshares Incorporated and its directors and former officers in defense of securities litigation and ERISA litigation filed in the Southern District of Ohio and shareholder derivative suits filed in the Southern District of Ohio and Ohio state court. All complaints dismissed; ERISA case settled while pending on appeal.

Additional Representative Current and Recent Engagements as Lead Counsel in Shareholder Derivative Suit Litigation

  • Representation of Lime Energy Co. and its directors in defense of derivative suit litigation filed in the Northern District of Illinois. Following dismissal of the complaint, the case was settled.
  • Representation of Walgreen Co. in defense of derivative suit litigation filed in the Northern District of Illinois. Case settled while motion to dismiss was pending.
  • Representation of the former Chief Financial Officer of Huron Consulting Group, Inc. in defense of derivative suit litigation filed in the Northern District of Illinois and in Illinois state court. Complaints dismissed, and dismissal of the state complaint affirmed by the Illinois Appellate Court.
  • Representation of Las Vegas Sands Corp. and its directors in defense of derivative suit litigation filed in Nevada state court. All complaints dismissed.

Additional Representative Current and Recent Engagements as Lead Counsel in M&A Litigation

  • Representation of Starwood Capital and certain board members of Starwood Waypoint Residential Trust in defense of litigation in Maryland state court challenging the merger with Colony American Homes, Inc. and the internalization of SWAY Management LLC.
  • Representation of Beam Inc. and its directors in defense of litigation in Delaware and Illinois state court challenging Suntory Holding Limited’s acquisition of Beam.
  • Representation of SXC Health Solutions Corp. in defense of litigation in Delaware state court challenging SXC’s acquisition of Catalyst Health Solutions, Inc.
Memberships & Activities

Walter is a member of the firm’s Executive Committee as well as Co-Chair of the firm’s Diversity Committee. Walter is an active participant and leader in his community, including serving on the Board and Executive Committee of the Chicago History Museum. He also served two four-year terms as a member, including one term as President, of the Board of Education for Evanston/Skokie School District 65. He is a member of the Economic Club of Chicago, the American Bar Association, the Seventh Circuit Bar Association, the American Judicature Society, and the Supreme Court Historical Society.

News & Achievements
Events
  • Presentation at the firm’s 2016 Corporate College, “Defending Corporate Officers and Directors,” September 28, 2016